IRRX secures one-month extension, enters non-binding Shell offtake LOI; Class B converted to Class A

INTEGRATED RAIL & RESOURCES ACQUISITION CORP

Stockholders approved extension of deadline to December 15, 2024; up to 5 additional monthly extensions possible until May 2025.
1,665,727 shares redeemed at ~$11.69 per share, aggregate ~$19.47M.
Company entered non-binding LOI with Shell Trading for crude supply/offtake; $400k/month minimum revenue commitment ($25M total).
All 5,750,000 shares of Class B common stock converted to Class A common stock one-for-one.
Conditions include closing of Uinta merger, facility refurbishment, in-service by Dec 31, 2028.

item 3.03 item 5.03 item 5.07 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

INTEGRATED RAIL & RESOURCES ACQUISITION CORP: Amendment to the Company's Amended and Restated Certificate of Incorporation providing for the conversion of all shares of Class B Common Stock into Class A Common Stock at the option of the holders of a majority of the Class B Common Stock, which option was exercised on November 13, 2024 (effective 2024-11-13).

Change: charter amendment
Effective: 2024-11-13

Exact text from the filing

On November 13, 2024, Integrated Rail and Resources Acquisition Corp. (the “ Company ”) filed, with the unanimous consent of its board of directors (the “ Board ”) and the consent a majority of the holders of the Company’s Class B common stock, par value $0.0001 per share (the “ Class B Common Stock ”), an amendment to the Company’s Amended and Restated Certificate of Incorporation (as so amended, the “ Charter ”), with the Secretary of State of the State of Delaware (the “ Charter Amendment ”), providing for the conversion of all of the shares of Class B Common Stock, on a one-for-one basis, into shares of Class A common stock of the Company, par value $0.0001 per share (the “ Class A Common Stock ,” and together with the Class B Common Stock, the “ Common Stock ”), at the option of the holders of a majority of the Class B Common Stock (the “ Class B Conversion Option ”).

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Source: SEC EDGAR

accession 0001213900-24-099863

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